NEOG 8-K
Neogen Corp (NEOG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 9, 2025 Neogen Corporation (the “Company”) announced that John Adent, the Company’s CEO and President, will be stepping down. Mr. Adent will continue to serve in his existing roles as CEO and President and as a member of the Company’s Board of Directors until his successor has been appointed.
The Company’s Board of Directors has formed a special committee, comprising Board Chair James Borel, Thierry Bernard and Jeffrey Capello, to direct the search for the Company’s next CEO and has engaged a leading global executive search firm.
On April 8, 2025, Mr. Adent and the Company entered into a CEO transition agreement (the “Transition Agreement”) in connection with the transition of Mr. Adent’s role with the Company. Pursuant to the terms of the Transition Agreement, following the appointment of his successor and until October 31, 2025 (the “Separation Date”), Mr. Adent will continue to be employed by the Company as a Special Advisor to the Board and to the Company’s new CEO.
Pursuant to the terms of the Transition Agreement, Mr. Adent will continue to participate in the Company’s benefit plans and receive his base salary until the Separation Date. Mr. Adent will remain entitled to receive his annual bonus for fiscal year 2025 and will be eligible to earn a pro-rata annual bonus for fiscal year 2026, with any payment amount prorated based on the number of days from the start of the 2026 fiscal year through the Separation Date. Mr. Adent’s outstanding equity incentive awards will be treated in accordance with their terms through the Separation Date. In addition, any stock option awards that are vested as of the Separation Date will remain exercisable for three years following the Separation Date or, if earlier, the full-term expiration of the stock option award. Mr. Adent will not be eligible for any grants of new equity after the date of the Transition Agreement. Mr. Adent will continue to be subject to the restrictions of his Non-Disclosure, Non-Competition, Non-Solicitation and Property Assignment Agreement. After the Separation Date, Mr. Adent will receive the severance compensation and benefits provided under and on terms substantially consistent with his current severance letter agreement consistent with a termination without cause; subject to him entering into a release of certain employment claims against the Company as required by the severance letter agreement.
The foregoing summary of the Transition Agreement is qualified by reference to the Transition Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference. In addition, the press release issued by the Company on April 9, 2025, announcing the matters described above, is filed herewith as Exhibit 99.1, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
10.1 |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NEOGEN CORPORATION |
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Date: |
April 9, 2025 |
By: |
/s/ Amy M. Rocklin |
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Name: Amy M. Rocklin |
Via Email April 8, 2025
Mr. John Adent
Chief Executive Officer, Neogen Corporate
Dear John,
This letter agreement (the “Agreement”) confirms the mutually agreed terms of your continued employment by and termination of employment with Neogen Corporation (the “Company”).
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If the foregoing is acceptable to you, please sign this Agreement in the space provided below and return it to the Company.
Sincerely,
Neogen Corporation
By: /s/ Kevin Burke
Name: Kevin Burke
Title: Chief Human Resources Officer
Accepted and Agreed:
/s/ John Adent
Name: John Adent
Date: April 8, 2025
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Exhibit A
Release and Waiver Agreement
Agreement and General Release (“Agreement”), by and between John Adent (“Executive” and referred to herein as “you”) and Neogen Corporation, a Michigan corporation (the “Company”).
I, John Adent, in consideration of certain payments and benefits to be provided to me by Neogen Corporation (the “Company”) under that letter agreement dated April 8, 2025 (the “Agreement”), which are conditioned on my signing this Release and Waiver Agreement, on my own behalf and on behalf of my heirs, executors, administrators, beneficiaries, representatives, successors, and assigns, and all others connected with or claiming through me, hereby release and forever discharge as of the date hereof the Company, its parent entity, subsidiaries, and affiliates, and all of their present and former directors, officers, members, managers, agents, employees, employee benefit plans, attorneys, consultants, predecessors, successors and assigns, and all those connected with any of them, in their official and individual capacities (collectively, the “Released Parties”), from any and all causes of action, suits, rights and claims, demands, damages and compensation, whether at law or in equity, whether now known or unknown, suspected or unsuspected, contingent or otherwise, based on events through the date hereof, which I now have or ever have had against the Released Parties, or any of them, including but not limited to those in any way related to, connected with or arising out of my employment and/or other relationship with the Company, the termination of such employment and/or other relationship, or pursuant to Title VII of the Civil Rights Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act), the Employee Retirement Income Security Act, the wage and hour, wage payment and/or fair employment practices laws and statutes of the state or states in which I have provided services to the Company (each as amended from time to time) and/or any other federal, state, common or local law, regulation, or other requirement (collectively, the “Claims”), and I hereby waive all such Claims.
I understand that any payments to be paid to me under the Agreement represent, in part, consideration for signing this Release and Waiver Agreement and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in the Agreement unless I execute this Release and Waiver Agreement and do not revoke this General Release within the time period permitted hereafter or breach this General Release.
I represent that I have made no assignment or transfer of any released Claims.
In signing this Release and Waiver Agreement, I acknowledge and intend that it will be effective as a bar to each and every one of the Claims hereinabove mentioned or implied, and I covenant not to sue or initiate any legal proceeding regarding any released Claims. I expressly consent that this General Release will be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other
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Claims hereinabove mentioned or implied. I further agree that I am not aware of any pending charge or complaint regarding any released Claims as of the execution of this Release and Waiver Agreement.
Notwithstanding the foregoing, this Release and Waiver Agreement does not release: (a) claims for vested benefits pursuant to any Company employee welfare or benefit plan; (b) claims that may arise for indemnification and/or for coverage under any directors and officers insurance policy that the Company may maintain from time to time; (c) rights as to equity interests that have vested by their express terms and are not otherwise forfeited pursuant to their terms or any applicable plans and rights as a Company stockholder ; and/or (d) claims that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding except pursuant to a whistleblower program (including but not limited to the whistleblower program maintained by the Securities and Exchange Commission) or where my right to receive such a monetary benefit is otherwise not waivable by law.
I agree that neither this Release and Waiver Agreement, nor the furnishing of the consideration for this General Release, will be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.
I agree that I remain bound by, and will fully comply with, any post-employment confidentiality and/or restrictive covenant obligations in favor of the Company or its Affiliates, including but not limited to those set forth in the Non-Disclosure, Non-Competition, Non-Solicitation and Property Assignment Agreement executed by me.
I have complied with my obligation to return the Company’s property and documents, without retaining copies of such Company materials.
Neither I nor the Company and/or the Released Parties will publicly defame, disparage, criticize, or otherwise speak negatively regarding the other party or its products, including through any media, social media, Facebook, Twitter, or similar mechanism. The foregoing restrictions will not apply with respect to any legally compelled testimony or any truthful communications with government agencies in the course of an investigation.
Whenever possible, each provision of this Release and Waiver Agreement will be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this Release and Waiver Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Release and Waiver Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
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BY SIGNING THIS RELEASE AND WAIVER AGEEMENT, I REPRESENT AND AGREE THAT:
I HAVE READ IT CAREFULLY;
I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT;
I VOLUNTARILY CONSENT TO EVERYTHING IN IT;
I HAVE BEEN AND AM HEREBY ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;
I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON APRIL 8, 2025, TO CONSIDER IT AND ANY CHANGES MADE SINCE THE APRIL 8, 2025, VERSION OF THIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED REVIEW PERIOD;
I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS GENERAL RELEASE TO REVOKE IT AND THAT THIS RELEASE WILL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;
I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND
I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.
[Signature page follows]
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If the foregoing is acceptable to you, please sign this Agreement in the space provided below and return it to the Company.
EXECUTIVE
/s/ John Adent
John Adent
NEOGEN CORPORATION
By: /s/ Kevin Burke
Name: Kevin Burke
Title: Chief Human Resources Officer
FOR IMMEDIATE RELEASE
Neogen® Announces CEO Transition
Board has Formed Search Committee and Engaged Leading Executive Search Firm
Lansing, Mich., April 9, 2025 —Neogen® Corporation (NASDAQ: NEOG), an innovative leader in food safety solutions, today announced that John Adent, the Company’s CEO and President, will be stepping down after an eight-year career at the Company. Mr. Adent will continue to serve in his existing roles until his successor has been appointed.
Neogen’s Board of Directors has formed a special committee, comprising Board Chair Jim Borel, Thierry Bernard and Jeff Capello, to direct the search for the Company’s next CEO and has engaged a leading global executive search firm. The special committee will also support Mr. Adent and the leadership team as they continue to execute Neogen’s strategic initiatives during this period.
“We are grateful for John’s leadership over the past eight years as Neogen has transformed its business to focus on long-term, secular tailwinds in the food safety market,” said Jim Borel, Neogen’s Board Chair. “The Board determined that now is the right time to begin a leadership transition and identify the Company’s next CEO. Neogen has a broad, differentiated portfolio of critical solutions for customers and our Board remains highly confident in our ability to capitalize on a compelling long-term opportunity. We have significant growth, profitability improvement and portfolio prioritization initiatives underway, and our committee will support the leadership team in its efforts to drive improved performance. We appreciate John’s continued support to ensure a smooth transition while we complete a comprehensive search process.”
“It has been an honor to lead Neogen and I am incredibly proud of the team we have built and all we have accomplished together,” said Mr. Adent. “Our food and animal safety solutions and industry expertise have never been more critical than they are today. With the broadest portfolio and global reach in the industry and enhanced innovation capabilities, as well as the commercial initiatives and portfolio actions we have underway, Neogen is well positioned to capitalize on the opportunities ahead. I would like to thank our team members for all of their hard work and dedication throughout my tenure. While the Board conducts its search for my successor, I am focused on delivering for our customers, driving our strategic and commercial initiatives and ensuring a smooth transition to new leadership.”
About Neogen
Neogen Corporation is committed to fueling a brighter future for global food security through the advancement of human and animal well-being. Harnessing the power of science and technology, Neogen has developed comprehensive solutions spanning the Food Safety, Livestock, and Pet Health & Wellness markets. A world leader in these fields, Neogen has a presence in over 140 countries with a dedicated network of scientists and technical experts focused on delivering optimized products and technology for its customers.
Contact:
Bill Waelke
(517) 372-9200